Smith International, Inc.

In 2008, the SEC had requested for more details regarding Smith International's business in Iran and the Middle East to be disclosed in their 10-K forms. The company responded with the following correspondence:

“The Company has limited historical business involving operations in Iran, Syria and Sudan (the “Listed Countries”) conducted through the offshore operations of certain of its business units. We do not believe that our operations in the Listed Countries and the risks associated therewith present a material investment risk to our security holders from either a quantitative or qualitative perspective based on the analysis in the responses supplementally furnished with this letter and for the reasons included herein.” (CORRESP for SMITH INTERNATIONAL INC, 7/24/2008)

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“Smith has limited operations in countries which are subject to trade or economic sanctions or other restrictions imposed by the U.S. government. These countries include Iran, Syria, and Sudan. Smith’s operations in these countries are conducted through non-U.S. wholly and partially owned affiliates. Approximately 1% of Smith’s annual revenue in each of the last three years was derived from these countries. Smith does not believe such to be strategically significant to its worldwide operations as a whole.” (S-4/A for SMITH INTERNATIONAL INC, 8/15/2008)

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In a correspondance with the SEC in August 2008, Smith International promised to disclose the details of their subsidiaries’ operations in Iran in their 10-K form, however they failed to do so in their 2009 10-k form.

“We are actively pursuing the termination of all business activities in Iran and Sudan. We are conducting a review of the business activities involving Iran and Sudan. While the nature and scope of issues that may emerge from this review are yet to be determined, there is a risk that we could identify violations of U.S. sanctions laws, which if pursued by regulatory authorities, could result in administrative or criminal penalties which in certain circumstances could be material.” (10-K for SMITH INTERNATIONAL INC, 11/16/2009)